the company has by special resolution resolved that it be wound up by the Court;

(b)

default is made by the company in lodging the statutory report or in holding the statutory meeting;

(c)

the company does not commence business within a year from its incorporation or suspends its business for a whole year;

(d)

the company has no member;

(e)

the company is unable to pay its debts;

(f)

the directors have acted in the affairs of the company in their own interests rather than in the interests of the members as a whole, or in any other manner whatever which appears to be unfair or unjust to other members;

(g)

an inspector appointed under Part IX has reported that he is of opinion —

(i)

that the company cannot pay its debts and should be wound up; or

(ii)

that it is in the interests of the public or of the shareholders or of the creditors that the company should be wound up;

(h)

when the period, if any, fixed for the duration of the company by the memorandum or articles expires or the event, if any, happens on the occurrence of which the memorandum or articles provide that the company is to be dissolved;

(i)

the Court is of opinion that it is just and equitable that the company be wound up;

(j)

the company has held a licence under any written law relating to banking, and that licence has been revoked or has expired and has not been renewed;

(k)

the company has carried on banking business in Singapore in contravention of the provisions of any written law relating to banking;

the company has carried on multi-level marketing or pyramid selling in contravention of any written law that prohibits multi-level marketing or pyramid selling; or

(m)

the company is being used for an unlawful purpose or for purposes prejudicial to public peace, welfare or good order in Singapore or against national security or interest.

[49/73; 15/84; 28/2004]

Definition of inability to pay debts

(2) A company shall be deemed to be unable to pay its debts if —

(a)

a creditor by assignment or otherwise to whom the company is indebted in a sum exceeding $10,000 then due has served on the company by leaving at the registered office a demand under his hand or under the hand of his agent thereunto lawfully authorised requiring the company to pay the sum so due, and the company has for 3 weeks thereafter neglected to pay the sum or to secure or compound for it to the reasonable satisfaction of the creditor;

(b)

execution or other process issued on a judgment, decree or order of any court in favour of a creditor of the company is returned unsatisfied in whole or in part; or

(c)

it is proved to the satisfaction of the Court that the company is unable to pay its debts; and in determining whether a company is unable to pay its debts the Court shall take into account the contingent and prospective liabilities of the company.

[13/87; 37/99]

(3) For the purpose of subsection (1)(m), a certificate issued by the Minister charged with the responsibility for internal security stating that he is satisfied that the company referred to in the certificate is being used for purposes against national security or interest shall be conclusive evidence that the company is being used for such purposes.

[36/2000]

(4) Upon the making of an application by the Minister under section 253(1)(h) for the winding up of a company under subsection (1)(m) on the ground that it is being used for purposes against national security or interest, the Court, upon the application of the Minister, may, pending the hearing of the winding up application or the making of a winding up order, make —

(a)

an order restraining the company or its directors, manager, officers or employees from doing any act or from carrying out any activity as may be specified in the order; and

(b)

such other interim orders as the Court thinks fit.

[36/2000; 42/2005]

(5) Any person who acts in contravention of an order made by the Court under subsection (4) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $10,000 or to imprisonment for a term not exceeding 2 years or to both.